Common use of TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT Clause in Contracts

TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as an employee or consultant of an Employer Limited Partner by reason of such Limited Partner's Total Disability or Retirement, such Cash Limited Partner or Profits Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) purchase, or designate a purchaser for, all or a portion of the interest in the Partnership of such Limited Partner, and in the case of a Cash Limited Partner, terminate such Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but shall have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee, shall provide notice no later than 90 days after such request is made and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership (or a greater amount agreed to by the General Partner or the Employer Limited Partner, as the case may be) within 60 days of such notice. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as an employee or consultant of an Employer Limited Partner by reason of such Limited Partner's Total Disability or Retirement, such Cash Limited Partner or Profits Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) purchase, or designate a purchaser for, all or a portion of the interest in the Partnership of such Limited Partner, and in the case of a Cash Limited Partner, terminate such Cash Limited Partner's M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but shall have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee, shall provide notice no later than 90 days after such request is made and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership (or a greater amount agreed to by the General Partner or the Employer Limited Partner, as the case may be) within 60 days of such notice. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as an employee or consultant of an Employer Limited Partner by reason of such Limited Partner's Total Disability or Retirement, (i) such Cash Limited Partner or Profits Limited Partner (or his or her estate or legal representative) shall retain his or her interest in the Partnership, PROVIDED that such Limited Partner (or his or her estate or legal representative representative) may at any time request that the General Partner (or in the case of a Profits Limited Partner, the Employer Limited Partner associated with such terminated Profits Limited Partner) purchase, or designate a purchaser for, all or a portion of the interest in the Partnership of such Limited Partner, and in the case of a Cash Limited Partner, terminate (ii) such Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such requestrequest shall terminate, except that the obligation to make Capital Contributions to fund Portfolio Investments by a Limited Partner whose employment is termination by reason of Retirement shall not terminate, unless so requested by such Limited Partner (or his or her estate or legal representative), (iii) any capital contributed to the Partnership by such Limited Partner but not yet invested in a Portfolio Investment shall be distributed (net of any amounts that would be deductible if such capital was distributed pursuant to clause (iv) below) to such Limited Partner (or his estate) and (IV) if such Limited Partner retains his or her interest but his or her obligation to contribute capital to the Partnership is terminated, the Partnership shall be permitted to deduct from Distributable Cash attributable to such Limited Partner's interest in the Partnership amounts equal to the accrued and unpaid and/or anticipated expenses of the Partnership, including without limitation any amounts payable upon dissolution or to fund indemnification obligations pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b). The General Partner and the affected Employer Limited Partner may grant any such request requests made pursuant to clauses (i) or (ii) above, in whole or in part, but shall have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee, shall provide notice no later than 90 days after such request is made and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership (or a greater amount agreed to by the General Partner or the Employer Limited Partner, as the case may be) within 60 days of such notice. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated Cash Limited Partner or Profits Limited Partner shall contribute to the Partnership (or the Partnership shall withhold from distributions otherwise due to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13. Without duplication, the obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Cash Limited Partner (other than a Tier 1 Cash Limited Partner) or a Profits Limited Partner (other than a Tier 1 Profits Limited Partner) dies or is terminated as an employee of or consultant of to an Employer Limited Partner by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such Cash Limited Partner or Profits Tier 1 Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Tier 1 Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Tier 1 Profits Limited Partner, the its associated Employer Limited Partner associated with such terminated Profits Limited Partner) purchase, purchase or designate a purchaser for, all or a portion of the interest in the Partnership of such Tier 1 Limited Partner, and in the case of a Cash Limited Partner, terminate such Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but shall have no obligation to grant any such requestdo so. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee, designee shall provide notice no later than 90 days after such request is made made, and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership (or a greater amount agreed to by the General Partner or the Employer Limited Partner, as the case may be) within 60 days of such notice. In addition, unless the General Partner in its sole discretion determines otherwise, such terminated a Tier 1 Cash Limited Partner or Profits his or her estate or legal representative may elect to terminate such Tier 1 Cash Limited Partner shall contribute Partner's obligation to make future Capital Contributions to the Partnership (Partnership, in respect of any amount of his or the Partnership shall withhold from distributions otherwise due her Capital Commitment which exceeds $2.5 million, to such Cash Limited Partner or Profits Limited Partner) an amount equal to the contribution, if any, that such terminated Limited Partner would be required to make to the Partnership pursuant to Section 6.11(d), Section 6.12 or Section 10.1(b) if all of the assets of the Partnership were liquidated as of fund Portfolio Investments made after the date of termination for their Value and all of the liabilities of the Partnership were satisfied in accordance with their terms and the Partnership was dissolved in accordance with Section 13such election. Without duplication, the The obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.